-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Jx01poFeLtpagy7Fr2zo6vceUwmuXOZWPe7Xk6wt9IMWhA2/71NsLI7Qak0UqpZd KVnbLvs3RwLazeJphbuM5g== 0001171520-04-000233.txt : 20040628 0001171520-04-000233.hdr.sgml : 20040628 20040628170601 ACCESSION NUMBER: 0001171520-04-000233 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20040625 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040628 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNITED NATURAL FOODS INC CENTRAL INDEX KEY: 0001020859 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-GROCERIES & GENERAL LINE [5141] IRS NUMBER: 050376157 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15723 FILM NUMBER: 04885942 BUSINESS ADDRESS: STREET 1: PO BOX 999 STREET 2: 260 LAKE RD CITY: DAYVILLE STATE: CT ZIP: 06241 BUSINESS PHONE: 8607792800 MAIL ADDRESS: STREET 1: PO BOX 999 STREET 2: 260 LAKE RD CITY: DAYVILLE STATE: CT ZIP: 06241 8-K 1 eps1482.txt UNITED NATURAL FOODS, INC. ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 25, 2004 UNITED NATURAL FOODS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 000-21531 05-0376157 (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification No.) 260 Lake Road Dayville, CT 06241 (Address of Principal Executive Offices) (Zip Code) (860) 779-2800 (Registrant's Telephone Number, Including Area Code) Not Applicable (Former Name or Former Address, if Changed Since Last Report) ================================================================================ Item 7. Financial Statements and Exhibits (a) Financial Statements of Businesses Acquired: Not Applicable (b) Pro Forma Financial Information: Not Applicable (c) Exhibits. Exhibit No. Description ----------- ----------- 4.1 First Amendment to Rights Agreement, dated as of June 25, 2004, between the Company and Continental Stock Transfer and Trust Company, as Rights Agent. 99.1 Press Release, dated June 25, 2004, announcing that the Company's Board of Directors unanimously voted to amend the Company's stockholder rights plan to accelerate the final expiration date of the purchase rights issued thereunder. Item 9. Regulation FD Disclosure On June 25, 2004, the Company issued a press release announcing that its Board of Directors unanimously voted to amend the Company's stockholder rights plan to accelerate the final expiration date of the purchase rights issued thereunder. Under the terms of the amendment, the purchase rights will now expire at the close of business on June 30, 2004, rather than February 22, 2010, as initially provided under the stockholder rights plan. The stockholder rights plan will be terminated upon the expiration of the purchase rights, thereby eliminating the stockholder rights plan altogether. Copies of the amendment and the press release are attached as exhibits to this Form 8-K. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. UNITED NATURAL FOODS, INC. By: /s/ Rick D. Puckett ------------------- Rick D. Puckett Vice President, Treasurer and Chief Financial Officer Date: June 28, 2004 EXHIBIT INDEX Exhibit No. Description ----------- ----------- 4.1 First Amendment to Rights Agreement, dated as of June 25, 2004, between the Company and Continental Stock Transfer and Trust Company, as Rights Agent. 99.1 Press Release, dated June 25, 2004, announcing that the Company's Board of Directors unanimously voted to amend the Company's stockholder rights plan to accelerate the final expiration date of the purchase rights issued thereunder. EX-4.1 2 ex4-1.txt FIRST AMENDMENT TO RIGHTS AGREEMENT Pursuant to Section 27 of that certain Rights Agreement, dated as of February 22, 2000 (the "Rights Agreement"), between United Natural Foods, Inc., a Delaware corporation (the "Corporation"), and Continental Stock Transfer and Trust Company, as Rights Agent, the term "Final Expiration Date," as defined in clause (i) of Section 7(a) of the Rights Agreement, has been amended and restated by action of the Board of Directors of the Corporation on June 24, 2004 to read in its entirety as follows: "(i) the close of business on June 30, 2004 (the "Final Expiration Date")" IN WITNESS WHEREOF, the Corporation and Continental Stock Transfer and Trust Company, as Rights Agent under the Rights Agreement, have caused this First Amendment to Rights Agreement to be duly executed as of June 25, 2004. UNITED NATURAL FOODS, INC. By: /s/ Dan Atwood -------------- CONTINENTAL STOCK TRANSFER AND TRUST COMPANY, as Rights Agent By: /s/ Bill Seegraber ------------------ EX-99.1 3 ex99-1.txt Exhibit 99.1 [LETTERHEAD OF UNITED NATURAL FOODS, INC.] FOR IMMEDIATE RELEASE June 25, 2004 UNITED NATURAL FOODS TO TERMINATE STOCKHOLDER RIGHTS PLAN Dayville, Connecticut - June 25, 2004 -- United Natural Foods, Inc. (Nasdaq: UNFI), today announced that its Board of Directors has unanimously voted to amend the Company's stockholder rights plan, commonly known as a poison pill, to accelerate the final expiration date of the purchase rights issued thereunder. Under the terms of the amendment, the purchase rights will now expire at the close of business on June 30, 2004, rather than February 22, 2010, as initially provided under the stockholder rights plan. The stockholder rights plan will be terminated upon the expiration of the purchase rights, thereby eliminating the stockholder rights plan altogether. "Our decision to terminate the Company's stockholder rights plan further demonstrates our commitment to ensuring the highest level of standards in corporate governance. While the Company's stockholder rights plan was not scheduled to expire for some time, we concluded that it no longer met the Company's needs or those of its stockholders," said Steven H. Townsend, Chief Executive Officer of United Natural Foods. "We continue to focus on delivering quality and value to our customers and suppliers while maximizing long-term results to our stockholders." About United Natural Foods United Natural Foods, Inc. carries and distributes over 35,000 products to more than 18,000 customers nationwide. The Company serves a wide variety of retail formats including conventional supermarket chains, natural product superstores, independent retail operators and the food service channel. For more information on United Natural Foods, Inc., visit the Company's web-site at www.unfi.com. AT THE COMPANY: FINANCIAL RELATIONS BOARD: Rick D. Puckett Joseph Calabrese Chief Financial Officer General Information (860) 779-2800 (212) 445-8434 "Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: Statements in this press release regarding the Company's business that are not historical facts are "forward-looking statements" that involve risks and uncertainties. For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, including but not limited to general business conditions, the impact of competition and our dependence on principal customers, see "Risk Factors" in the Company's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on June 14, 2004, and its other filings under the Securities Exchange Act of 1934, as amended. Any forward-looking statements are made pursuant to the Private Securities Litigation Reform Act of 1995 and, as such, speak only as of the date made. The Company is not undertaking to update any information in the foregoing reports until the effective date of its future reports required by applicable laws. -----END PRIVACY-ENHANCED MESSAGE-----